Natera (NTRA) CEO Chapman sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Natera, Inc. CEO and President Steven Leonard Chapman reported routine equity transactions involving company stock. On January 20, 2026, he exercised 3,386 Restricted Stock Units, each representing one share of Natera common stock, and received the same number of shares. That day he sold 71,932 shares of common stock at an average price of $234.7384 per share to cover tax withholding and remittance obligations related to RSU vesting, under a pre-set instruction intended to satisfy Rule 10b5‑1(c). On January 21, 2026, he sold an additional 1,590 shares of common stock at $235 per share, also to satisfy tax obligations tied to RSU vesting.

After these transactions, Chapman beneficially owned 219,150 shares of Natera common stock directly. The RSUs referenced vest over four years, with 25% having vested on January 20, 2023 and the remainder vesting in 12 equal quarterly installments thereafter.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chapman Steven Leonard

(Last) (First) (Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN TX 78753

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/20/2026		S		71,932(1)	D	$234.7384	217,354	D
Common Stock	01/20/2026		M		3,386	A	(2)	220,740	D
Common Stock	01/21/2026		S		1,590(3)	D	$235	219,150	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	01/20/2026		M			3,386	(4)	(4)	Common Stock	3,386	$0	0	D

Explanation of Responses:

1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (RSUs) and made pursuant to a written instruction that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act contained in the Reporting Person's Stock Unit Agreement granted on January 27, 2023.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and made pursuant to a written instruction that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act contained in the Reporting Person's Stock Unit Agreement granted on January 28, 2022.

4. The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.

	/s/ Tami Chen, Attorney-in-Fact	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did Natera (NTRA) disclose for its CEO in this Form 4?

The Form 4 shows that CEO and President Steven Leonard Chapman exercised 3,386 Restricted Stock Units into common shares and sold 71,932 shares on January 20, 2026 and 1,590 shares on January 21, 2026.

How many Natera (NTRA) shares did the CEO sell and at what prices?

Chapman sold 71,932 shares of common stock at an average price of $234.7384 per share on January 20, 2026, and 1,590 shares at $235 per share on January 21, 2026.

Why did the Natera (NTRA) CEO sell these shares?

The footnotes state the sales were made to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and were executed under a written instruction intended to meet the Rule 10b5‑1(c) affirmative defense conditions.

How many Natera (NTRA) shares does the CEO own after these transactions?

Following the reported transactions, Steven Leonard Chapman beneficially owned 219,150 shares of Natera common stock directly.

What are the terms of the Natera (NTRA) RSUs mentioned in this Form 4?

Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Natera common stock. The RSUs vest over four years: 25% vested on January 20, 2023, and the remaining shares vest in 12 equal quarterly installments thereafter.

Did the Natera (NTRA) CEO’s RSUs have an exercise price?

The derivative table shows the 3,386 RSUs with a $0 exercise price, reflecting that RSUs convert into common stock without a cash exercise payment.